Exhibit 10.15


 


Form of


AMENDMENT TO SECURITY AGREEMENT


 


THIS AMENDMENT TO SECURITY AGREEMENT (this “Amendment”),
dated as of June 30, 2004, is made by                              
(“Grantor”) whose principal place of business and chief executive office
(as those terms are used in the U.C.C.) is located at 6655 Lancer Boulevard,
San Antonio, Texas 78219, whose Texas Secretary of State organizational number
is 0008853010 and whose tax identification number is
                            ,
in favor of THE FROST NATIONAL BANK, a national banking association, as
agent (in such capacity, the “Agent”) for each of the Banks under the
Credit Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Grantor entered into that
certain Seventh Amendment and Restated Credit Agreement, dated as of June 30,
2000 (as amended by the First Amendment to Seventh Amendment and Restated
Credit Agreement dated June 30, 2001, and the Second Amendment to Seventh
Amendment and Restated Credit Agreement dated June 30, 2002, the “Restated Credit
Agreement”), among Grantor, Lancer de Mexico, S.A. de C.V., formerly known
as Nueva Distribuidora Lancermex, S.A. de C.V., a sociedad anónima de capital variable
organized under the laws of the United Mexican States (“Mexico Subsidiary”)
(Grantor and Mexico Subsidiary being hereinafter collectively referred to as “Borrowers”),
Lancer Corporation, a Texas corporation, Lancer Capital Corporation, a Delaware
corporation, Lancer International Sales, Inc., a Texas corporation, Servicios
Lancermex, S.A. de C.V., a sociedad anónima de capital variable
organized under the laws of the United Mexican States, Industrias Lancermex,
S.A. de C.V., a sociedad anónima de capital variable organized under the
laws of the United Mexican States and The Frost National Bank, individually and
as Agent, Harris Trust and Savings Bank, an Illinois banking corporation,
individually, and Whitney National Bank, a national banking association,
individually; and


 


WHEREAS, the Grantor executed that certain
Security Agreement (the “Security Agreement”), dated June 30, 2002, in
favor of the Agent for each of the Banks, securing the payment and performance
of the obligations described therein, including, without limitation, the
obligations of the Borrowers under the Restated Credit Agreement; and


 


WHEREAS, the Restated Credit Agreement has
been amended and restated pursuant to that certain Amended and Restated Credit
Agreement, of even date herewith (as modified, amended, supplemented, or
restated from time to time, the “Credit Agreement”), among Grantor,
Mexico Subsidiary, Lancer Corporation, a Texas corporation, Lancer Capital
Corporation, a Delaware corporation, Lancer International Sales, Inc., a Texas
corporation, Advanced Beverage Solutions, LLC, an Illinois limited liability
company, Servicios Lancermex, S.A. de C.V., a sociedad anónima de capital variable
organized under the laws of the United Mexican States, Industrias Lancermex,
S.A. de C.V., a sociedad anónima de capital variable organized under the
laws of the United Mexican States and The Frost National Bank, individually and
as Agent, Harris Trust and Savings Bank, an Illinois banking corporation,
individually, and Whitney National Bank, a national banking association,
individually, and each of the lenders that are now or hereafter parties
thereto, and certain other financial institutions who from time to time are
parties thereto (the “Banks”); and


 


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WHEREAS, as a condition precedent to the
making of the Loans by the Banks under the Credit Agreement, the Grantor is
required to execute and deliver this Amendment;


 


NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, the Grantor agrees,
for the benefit of each of the Banks, as follows:


 


1.             Amendment of Section 1.1.  The term “Deposit Account” in Section 1.1
of the Security Agreement is hereby amended in its entirety to read as follows:


 


““Deposit Accounts” is defined in
clause (f) of Section 2.1.”


 


2.             Amendment
of Section 2.1.  Section 2.1 of the
Security Agreement is hereby amended in its entirety to read as follows:


 


“Section
2.1.  Grant of Security.  Grantor hereby assigns and pledges to Agent
for its benefit and the benefit of each of the Banks, and hereby grants to
Agent, for its benefit and the benefit of each of the Banks, a security
interest in all of the following personal property of Grantor, wherever
located, whether now or hereafter existing or acquired (the “Collateral”):


 


(a)           all “equipment” as defined in the U.C.C. in
all of its forms, including without limitation, all machinery, manufacturing,
distribution, selling, data processing and office equipment, assembly systems,
tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles,
trade fixtures, and other tangible personal property (other than Inventory),
and all parts thereof and all accessions, additions, attachments, improvements,
substitutions and replacements thereto and therefor (any and all of the
foregoing being the “Equipment”);


 


(b)           all “inventory” as defined in the U.C.C. in
all of its forms, including but not limited to:


 


(i)            all goods, merchandise and other personal
property furnished or to be furnished under any contract of service or intended
for sale or lease, all consigned goods and other items which have previously
constituted Equipment but are then currently being held for sale or lease in
the ordinary course of Grantor’s business, all raw materials and work in
process therefor, finished goods thereof, and all other materials and supplies
of any kind, nature or description used or consumed in the manufacture,
production, packing, shipping, advertising, finishing or sale thereof;


 


(ii)           all goods in which Grantor has an interest
in mass or a joint or other interest or right of any kind (including goods in
which Grantor has an interest or right as consignee); and


 


(iii)          all goods which are returned to or
repossessed by Grantor;


 


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and all accessions thereto, products thereof
and documents therefore (any and all such inventory, materials, goods,
accessions, products and documents being the “Inventory”);


 


(c)           all “accounts”, “chattel paper”,
“documents”, and “instruments” as defined in the U.C.C., whether or not arising
out of or in connection with the sale or lease or other disposition of goods or
the rendering of services, and all rights of Grantor now or hereafter existing
in and to all security agreements, guaranties, leases and other contracts
securing or otherwise relating to any such accounts, contracts, contract
rights, chattel paper, documents and instruments (any and all such accounts,
chattel paper, documents, and instruments being the “Receivables”, and
any and all such security agreements, guaranties, leases and other contracts
being the “Related Contracts”);


 


(d)           Intentionally Omitted;


 


(e)           all “general intangibles” as defined in the
U.C.C., including without limitation, all tax refunds, claims, causes of
action, judgments, franchises, permits, licenses, supply contracts, purchase
contracts, and agreements (collectively, “General Intangibles”);


 


(f)            all “deposit accounts” as defined in the
U.C.C. maintained by Grantor with any of the Banks, all sums now or at any time
hereafter on deposit therein, credited thereto, or payable thereon and all
instruments, documents and other writings evidencing any of the foregoing
accounts (such accounts collectively referred to herein as the “Deposit
Accounts”);


 


(g)           all “investment property” as defined in the
U.C.C.;


 


(h)           all “supporting obligations” as defined in
the U.C.C.;


 


(i)            all “letter-of credit rights” as defined in
the U.C.C.;


 


(j)            all claims, including, without limitation,
commercial tort claims, arising out of the development of a new line of modular
dispensing equipment related to the Selected Project Agreement, Exhibit No. 60
to the Master Development Agreement of December 30, 1983, as amended, between
Parent Company and The Coca-Cola Company;


 


(k)           all books, records, writings, data bases,
information and other property relating to, used or useful in connection with,
evidencing, embodying, incorporating or referring to, any of the foregoing in
this Section 2.1.;


 


(l)            all of Grantor’s other property and rights
of every kind and description and interests therein; and


 


(m)          all products, offspring, rents, issues,
profits, returns, income and proceeds of and from any and all of the foregoing
Collateral (including proceeds


 


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which constitute property of the types
described in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k) and
(l), proceeds deposited from time to time in the Deposit Accounts and in any
lock boxes of Grantor, and, to the extent not otherwise included, all payments
under insurance (whether or not Agent is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral.


 


Notwithstanding the foregoing, “Collateral”
shall not include any General Intangibles as to which, or other rights arising
under contracts as to which, the grant of a security interest would constitute
a violation of a valid and enforceable restriction on such grant, unless and
until any required consents shall have been obtained.  Grantor agrees to use its best efforts to obtain any such
required consent.”


 


3.             Reaffirmation of Security Agreement.
The Grantor hereby reaffirms its obligations under the Security Agreement as
amended by this Amendment and agrees that neither the execution of the Credit
Agreement nor the consummation of the transactions described therein or herein
in any way affect the obligations of Grantor under the Security Agreement as
amended herein.


 


4.             Full Force and Effect.  Except as expressly modified hereby, the
Security Agreement remains unmodified and in full force and effect in
accordance with its terms.


 


5.             Amendment Controls.  In the event of a conflict between the terms
and conditions of the Security Agreement and the terms and conditions of this
Amendment, the terms and conditions of this Amendment shall prevail.


 


6.             Miscellaneous.


 


(a)           When required or implied by the context
used, defined terms used herein shall include the plural as well as the
singular, and vice versa.


 


(b)           This Amendment shall be binding upon and
inure to the benefit of the Grantor and its successors and assigns; provided,
however, that neither the Grantor nor its successors or assigns may, without
the prior written consent of all of the Banks, assign any rights, powers,
duties or obligations hereunder.


 


(c)           This Amendment constitutes a Loan Document.


 


(d)           Unless otherwise defined herein, the
capitalized terms used herein which are defined in the Credit Agreement shall
have the meanings specified therein.


 


 


[Signature on following page.]


 


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  GRANTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  



 


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